REPORT ON CORPORATE GOVERNANCE
1. Corporate Governance from Media Matrix Worldwide Limited Philosophy (MMWL)
Corporate Governance is about commitment to values and ethical business conduct. It is about how an organization is managed. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial position, performance, ownership and governance of the Company is an important part of Corporate Governance. This improves public understanding of the structure, activities and policies of the organization. Consequently, the organization is able to attract investors, and enhance the trust and confidence of the stakeholders.
Your Company believes that the implementation of good corporate practices bring positive strength among all the stakeholders of the Company, which is key to success for any corporate.
Through this, all the stakeholders of the Company are well informed with the policies and practices of the Company. Endeavors are being made to follow the best practices in all the functional areas in discharging responsibilities towards all the Stakeholders.
2. Board of Directors
2.1 Board Diversity and Structure
The Board composition is in compliance with the Clause 49 of the Listing Agreement as well as the Companies Act, 2013. As on 31st March, 2015, the Company had 4 (four) Directors on the Board. Presently more than fifty percent of the Board comprises of Non-Executive Directors. Out of the 4 (four) Directors, 3 (three) are Non-Executive Independent Directors and 1 (one) is Whole Time Director.
The members on the Board possesses adequate experience, expertise and skills necessary for managing the affairs of the Company in the most effective and efficient manner.
2.2 Independent Directors
Your Company has at its 29th Annual General Meeting (AGM) held on 27th September, 2014 has appointed Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra as an Independent Directors to hold office for 3 (three) consecutive years for a term upto the conclusion of 32nd Annual General Meeting pursuant to Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force). The Board of Directors of the Company has also appointed Mrs. Bela Banerjee as an Independent Woman Director w.e.f. 31st March, 2015 subject to the approval of shareholders in the ensuing Annual General Meeting. The Independent Directors have submitted the declaration that they meet the criteria of Independence as per the provisions of Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges. None of the Independent Directors is holding directorship in more than 7 listed Companies. The Company has also issued the formal letter of appointments to all the Independent Directors in the manner provided under the Companies Act, 2013 and clause 49 of the Listing Agreement.
2.3 Familiarisation Programme
The Clause 49 (II B) (7) of the Listing Agreement entered with the stock exchanges, mandates the Company to familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes.
The Company through its Whole time Director/ Senior Managerial Personnels conduct programmes/ presentations periodically to familiarize the Independent Directors with the strategy, business and operations of the Company.
Such programmes/presentation will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, services and product offerings, organization structure, finance, sales and marketing, human resources, technology, quality of products, facilities and risk management and such other areas as may arise from time to time.
The above programme also includes the familiarisation on statutory compliances as a Board member including their roles, rights and responsibilities. The Company also circulates news and articles related to the industry from time to time and provide specific regulatory updates.
The details of such Familirisation programme for Independent Directors in terms of Clause 49 of the Listing Agreement are posted on the website of the Company and can be accessed through the following link:-
2.4 Board Meetings
During the financial year ended 31st March, 2015, the Board met 7 (Seven) times i.e. on 24.04.2014, 28.05.2014, 08.07.2014, 11.08.2014, 11.11.2014, 13.02.2015 and 31.03.2015. The last Annual General Meeting was held on 27th September, 2014.
2.5 Meeting of Independent Directors
The Independent Directors of the Company meet at least once in every financial year without the presence of Executive Directors or representatives of management. All the Independent Directors strive to be present at such meetings. During the Financial Year ended 31st March, 2015, one meeting was held on 31st March, 2015.
2.6 Evaluation of Board/Independent Directors Effectiveness
In terms of provision of Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the listing agreement, the Board of Directors, on recommendation of Nomination & Remuneration Committee , have evaluated the effectiveness of the Board. Accordingly performance evaluation of the Board, each Director and Committees was carried out for the financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meeting, understanding their roles and responsibilities, business of the Company and also effectiveness of their contribution.
2.7 Information placed before the Board
In addition to the matters which statutorily require Board's approval, the following matters as required under code on Corporate Governance are also regularly placed before the Board :-
• Minutes of Audit Committee Meetings, Nomination & Remuneration Committee Meetings and Stakeholders Relationship Committee Meetings, other Committees of the Board.
• Details of Joint Ventures / Collaboration agreements.
• Quarterly/ Yearly financial results of the Company.
• Financial Statements, Audit Report and Board Report.
• Appointment, Remuneration and Resignation of Directors.
• Formation/ reconstitution of Board Committees.
• Disclosure of Directors interest and their shareholdings.
• Declaration of Independent Directors at the time of appointment /annually.
• Appointment or removal of Key Managerial Personnel of the Company.
• Appointment of Internal Auditor and Secretarial Auditor.
• Secretarial Audit Report submitted by the Secretarial Auditor.
• Statement of significant transactions and arrangements entered by the unlisted material subsidiary Companies.
• Declaration of Dividend.
• Appointment and Fixing of remuneration of Auditors as recommended by the Audit Committee.
• Compliance certificates certifying compliance with all laws as applicable to the Company.
• Disclosure of material related party transactions, if any, with potential for conflict of interest.
• Quarterly details of Foreign Exchange exposures.
• Compliance with Regulatory and Statutory requirements including listing requirements and shareholders services.
• Issue of securities.
• Proposal for major investments, mergers, amalgamation and reconstructions.
• Reconciliation of Share Capital Audit under SEBI (Depositories and Participants) Regulations, 1996.
• Disclosure of material related party transactions, if any, with potential for conflict of interest.
• Compliance with Regulatory and Statutory requirements including listing requirements and shareholders services.
• Details of show cause, demand, prosecution and penalty notices which are materially important.
• Sale of material nature of investments, subsidiaries and assets which are outside the normal course of business.
• Board minutes of the unlisted subsidiary companies.
3. Committees of the Board
In terms of the SEBI code on the Corporate Governance, the Board of the Company has constituted the following Committees: -
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
3.1 Audit Committee
The Composition of the Audit Committee is in line with the provision of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. The members of the Audit Committee are financially literate and have requisite experience in accounting and financial management.
The Company Secretary acts as Secretary to the Committee. Statutory Auditor is the permanent Invitee.
The terms of reference of the Audit Committee are as follows:
Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
• Recommending the appointment/re- appointment of external and internal auditors, tax auditors, cost auditors, fixation of statutory audit fees, internal audit fees and tax audit fees and also approval for payment of any other services.
• Review with management, the annual financial statements before submission to the Board.
• Reviewing the financial statements in particular of the investments made by the unlisted subsidiary companies.
• Review quarterly un-audited/audited financial results/ quarterly review reports.
• Review with management, performance of external and internal auditors, adequacy of internal control systems.
• To do any internal investigations either departmentally or with the help of internal auditors or any other outside agency into matters where there is suspected fraud or irregularities.
• Discussions with external auditors before the audit commences about nature and scope of audit as well as have post audit discussions to ascertain any area of concern.
• Recommending for the appointment of Chief Financial Officer.
• Review the Company's financial and risk management policies.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
• Valuation of Undertakings or assets of the Company where it is necessary.
• To review the functioning of the Vigil/ Whistle Blower mechanism
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders and creditors.
• Review of the uses/application of funds raised through an Issue (Public/Rights/Preferential Issue, etc.).
• Review and monitor auditors independence and performance and effectiveness of audit process.
• Scrutiny of inter corporate loans and investments.
• Evaluation of internal financial controls and risk management systems and policies.
The Audit Committee during the year has approved the overall framework for RPTs, the Policy on dealing with the RPTs, the policy on materiality of RPTs and the criteria for granting ominous approval in line with the policy of dealing with RPTs in accordance with provisions of the Companies Act,2013 and Clause 49 of the listing agreement .
3.2 Nomination & Remuneration Committee
The Board of Directors of the Company has constituted a Nomination & Remuneration Committee which is responsible for determining the Company's policy on specific remuneration package for Executive Directors including any compensation payment.
The terms of reference of Nomination & Remuneration Committee are given below:
• To indentify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.
• To carry out evaluation of every Director's performance.
• To formulate the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees.
• To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.
• To review the performance of all the Directors
• To perform such other functions as may be necessary or appropriate for the performance of its duties
In compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 11th August, 2014 formulated the Nomination & Remuneration Policy and the policy on Board Diversity of the Company on the recommendation of Nomination & Remuneration Committee.
Nomination & Remuneration Policy of the Company
The Nomination & Remuneration Policy of Media Matrix Worldwide Limited (the "Company") is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasize on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The policy reflects the Company's objectives for good corporate governance as well as sustained long term value creation for shareholders.
The guiding principle is that the remuneration and the other terms of employment should effectively help in attracting and retaining committed and competent personnel. While designing remuneration packages, industry practices and cost of living are also taken into consideration
3.3 Stakeholders Relationship Committee
Pursuant to provisions of Section 178(5) of the Companies Act, 2013, the existing "Share Transfer & Investors Grievance Committee" was renamed as "Stakeholders Relationship Committee" by the Board at their meeting held on 24th April, 2014. The scope of the Stakeholders Relationship Committee shall remain the same as that of existing Share Transfer & Investors Grievance Committee. This Committee looks into transfer and transmission of shares/debentures/bonds etc., issue of duplicate share certificates, issue of shares on rematerialisation, consolidation and sub-division of shares and investors' grievances. This Committee particularly looks into the investors grievances and oversees the performance of the Share Department /Share Transfer Agent and to ensure prompt and efficient investors' services.
The terms of reference of Share Transfer & Investors Grievance Committee are given below:
i. Efficient transfer/transmission of shares including review of cases for refusal of transfer /transmission of shares and debentures.
ii. Overseeing the performance of Share Transfer Agent.
iii. Recommend methods to upgrade the standard of Services to the investors
iv. Redressal of investors' complaints.
v. Issue of duplicate / split / consolidated share certificates.
vi. Dematerialise or Rematerialise the Share Certificates
More details on share transfers, investors' complaints, etc. are given in the shareholder information section of this report. Company Secretary & Compliance Officer, acts as the Secretary of the aforesaid Committee.
3.4 Risk Management Committee
The Company has formulated a Risk Management Committee at their Board Meeting held on 12th November, 2014 as required under clause 49 of the Listing Agreement. The Board has defined the roles and responsibilities of the Risk Management Committee in accordance with the provision of the clause 49 of the Listing Agreement. The composition of the Risk Management Committee as at March 31st, 2015 are as under:
No Special resolution was put through postal ballot during the financial year 2014-15. None of the business proposed to be transacted in the ensuing Annual General Meeting (AGM) require passing a Special Resolution through postal ballot.
1. Disclosures on materially significant related party transactions that may have potential conflict with the interest of the Company at large.
None of the materially significant transactions with any of the related parties were in conflict with the interest of the Company.
Attention of the members is drawn to the disclosures of transactions with related parties set out in note no. 31 of the Standalone Financial Statements forming part of the Annual Report.
2. Details of non-compliance by the Company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
During the year 2013-14, SEBI vide its Adjudication Order No. AK/AO-90/2014 dated 25th June, 2014 imposed a penalty of Rs. 8,00,000 /- (Rupees Eight Lacs Only) under Section 15-I of Securities and Exchange Board of India Act,1992 read with Rule 5 of the SEBI (Procedure For Holding Inquiry And Imposing Penalties By Adjudicating Officer) Rules, 1995 for violating the provision of regulations 6 (2) ,6(3) and 7 (3) SEBI ( Substantial Acquisition of Shares and Takeover ) Regulations 1997 on the Company.
3. Vigil Mechanism and Whistle Blower Policy of the Company
The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the Company, through this policy envisages to encourage the employees of the Company to report to the higher authorities any unethical, improper, illegal or questionable acts, deeds and things which the management or any superior may indulge in. This Policy has been circulated to employees of the Company and is also available on Company's Website.
No employee of the Company is denied access to the Audit Committee.
4. Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause
Company has complied with mandatory requirement of Clause 49 of the Listing Agreement.
5. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, CS Mohd. Zafar, Practicing Company Secretary, C. P. No. 13875 was appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the year ending 31st March, 2015.
6. SECRETARIAL CERTIFICATES
A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - B. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.
7. RECONCILIATION AND SHARE CAPITAL AUDIT
(i) Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half- yearly basis, have been issued by a Company Secretary in-Practice for due compliance of share transfer formalities by the Company.
(ii) A Company Secretary in-Practice carried out a reconciliation of Share Capital Audit to reconcile the total admitted share capital with National Securities Depository Limited and Central Depository Service (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and total number of shares in dematerialised form (held with Depositories).
8. CEO & CFO certification
The Director (Finance) and Chief Financial Officer (CFO) of the Company gives annual certifications on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement.
9. Means of Communications
This is being done through quarterly / half yearly and annual results, which are being published in premier English and Marathi daily newspapers. The Company's website www.mmwlindia.com contains Annual Reports, Financial Results, Shareholding Pattern, etc. Management Discussions and Analysis forms part of the Directors' Report, which is posted to the shareholders of the Company.
10. Code of conduct for Board Members and Senior Management Personnel
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel and the same has been posted on the Company's website. The Directors and the Senior Management Personnel affirm the Compliance of the Code annually. A certificate to this effect is attached to this Report duly signed by the as Director (Finance).
15 Shares/Convertible Instruments held by Non- Executive Directors Nil
1. AGM date , time and venue : September 28 , 2015 , at 9:30 A.M Flat No 155, 15th Floor, Mittal Court A Wing Nariman Point, Mumbai 400021
2. Financial Year : 01 April, 2014 to 31 March, 2015
3. Date of Book Closing : 21 September, 2015 to 25 September, 2015 (both days inclusive)
4. Dividend Payment Date : NA
5. Listing on Stock Exchanges : BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400001
Madhya Pradesh Stock Exchange Limited 201,Palika Plaza, Phase II, M.T.H.Compound, Indore 452001 th th (upto 8 June, 2015) w.e.f 9 June,2015 MPSE has been derecognized as Stock Exchange by SEBI)
6. Status of Listing Fees : Paid for FY 2015-2016
7. Registered Office : Office No.514, “B” wing, 215 Atrium, Andheri-Kurla Road, Chakala, Andheri (E), Mumbai-400059
th 8. Corporate Office : Plot No. 38, 4 Floor, Sector 32, Gurgaon 122001
9. CIN : L51900MH1985PLCO36518
10. Website/Email : www.mmwlindia.com, firstname.lastname@example.org
11. Name of News Papers in which : Hindustan Times (English) and Nav Shakti (Marathi)
Results are generally published
12. Depositories : National Securities Depository Ltd.(NSDL) 4th Floor, ‘A’ Wing, Trade World Kamla Mills Compound Senapati Bapat Marg, Lower Parel Mumbai - 400 013 Tel: +91-22-24994200,Fax: +91-22-24972993
Central Depository Services (India) Ltd.(CDSL) Phiroze Jeejeebhoy Towers 28th Floor, Dalal Street Mumbai - 400 023 Tel: +91-22-22723333,Fax: +91-22-22723199
13. ISIN : INE200D01020
14. Registrar and Transfer Agents:
Members are requested to correspond with the Company's Registrar & Transfer Agents- Sharex Dynamic (India) Private Limited quoting their folio no./DP ID/Client ID No at the following address:
SHAREX DYNAMIC (INDIA) PRIVATE LIMITED
Unit-1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (East) Mumbai -400072.
Telephone Number:-022 2270 2485, Fax Number:-022 2851 2885,Email: email@example.com
15. Share Transfer System
Share Transfer in physical form can be lodged with Sharex Dynamic (India) Private Limited at the above mentioned address. Such Transfer are normally completed within 15 days from the date of receipt. The Company Secretary is duly empowered to approve transfer of shares
16. Investor's complaints received during the financial year 2014-2015: Nil
There were no investor grievances remaining unattended/pending as at 31st March, 2015. The Board in its meeting held on 12th November, 2014 has designated Mr. Shitij Wadhwa, Company Secretary as the Compliance Officer
19. Dematerialization of Shares
Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2015, the 99.99% of the Company Share's Capital is in dematerialized form.
21. Stock Codes: BSE: 512267
22. Financial Calendar (tentative and subject to change) 2015- 2016:
Financial Reporting for the first quarter ended 30th June, 2015: Second week of August, 2015 Financial Reporting for the second quarter ending 30th September, 2015: Second week of November, 2015
Financial Reporting for the third quarter ending 31st December, 2015: Second Week of February, 2016
Audited Accounts for the year ending 31st March, 2016: Last week of May, 2016
Annual General Meeting for the year ending 31st March, 2016: September, 2016